MongoDB, Inc.MDB
MongoDB, Inc. Stock Compensation Disclosure
Equity Incentive Plans and Employee Stock Purchase Plan
The Company adopted the 2008 Stock Incentive Plan (as amended, the “2008 Plan”) and the 2016 Equity Incentive Plan (as amended, the “2016 Plan”), primarily for the purpose of granting stock-based awards to employees, directors and consultants, including stock options, restricted stock units (“RSUs”) and other stock-based awards. With the establishment of the 2016 Plan in December 2016, all shares available for grant under the 2008 Plan were transferred to the 2016 Plan. The Company no longer grants any stock-based awards under the 2008 Plan and any shares underlying stock options canceled under the 2008 Plan will be automatically transferred to the 2016 Plan. Stock options granted under the stock option plans may be either incentive stock options (“ISOs”) or nonstatutory stock options (“NSOs”). ISOs may be granted to employees and NSOs may be granted to employees, directors, or consultants. All outstanding stock options as of January 31, 2025 were granted as NSOs with the exception of one ISO award. The exercise prices of the stock option grants must be no less than
100% of the fair value of the common stock on the grant date as determined by the Board of Directors. If, at the date of grant, the optionee owns more than 10% of the total combined voting power of all classes of outstanding stock (a “10% stockholder”), the exercise price must be at least 110% of the fair value of the common stock on the date of grant as determined by the Board of Directors. Options granted are exercisable over a maximum term of 10 years from the date of grant or five years from the date of grant for ISOs granted to any 10% stockholder. The Board of Directors or a committee thereof determines the vesting schedule for all equity awards. Stock option awards generally vest over a period of four years with 25% vesting on the one year anniversary of the award and the remainder vesting monthly over the next 36 months of the grantee’s service to the Company. RSU awards granted to new employees generally vest over a period of four years with 25% vesting on the one year anniversary of the award and the remainder vesting quarterly over the next 12 quarters, subject to the grantee’s continued service to the Company. RSUs granted to existing employees generally vest quarterly over a period of four years, subject to the grantee’s continued service to the Company.
Pursuant to the terms of the 2016 Plan, the shares of the Company’s common stock reserved for issuance was increased by 3.6 million shares in February 2024. As of January 31, 2025, the Company has approximately 15.8 million shares of common stock available for future grants.
Stock Options
The following table summarizes stock option activity for the periods presented (in thousands, except share and per share data and years):
Options Outstanding | |||||||||||||||||||||||
Shares | Weighted- Average Exercise Price Per Share | Weighted- Average Remaining Contractual Term (In Years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Balance - January 31, 2023 | 1,789,813 | $ | 7.60 | 3.3 | $ | 313,980 | |||||||||||||||||
Options exercised | (953,643) | 7.14 | |||||||||||||||||||||
Options forfeited and expired | (547) | 5.81 | |||||||||||||||||||||
| Balance - January 31, 2024 | 835,623 | 8.14 | 2.6 | 327,884 | |||||||||||||||||||
| Options exercised | (267,931) | 7.56 | |||||||||||||||||||||
Options forfeited and expired | (267) | 13.35 | |||||||||||||||||||||
| Balance - January 31, 2025 | 567,425 | $ | 8.41 | 1.5 | $ | 150,319 | |||||||||||||||||
| Options vested and exercisable - January 31, 2024 | 835,623 | $ | 8.14 | 2.6 | $ | 327,884 | |||||||||||||||||
| Options vested and exercisable - January 31, 2025 | 567,425 | $ | 8.41 | 1.5 | $ | 150,319 | |||||||||||||||||
Stock options vested and expected to vest - January 31, 2025 | 567,425 | $ | 8.41 | 1.5 | $ | 150,319 | |||||||||||||||||
There were no options granted during the years ended January 31, 2025 and 2024. The intrinsic value of options exercised for the years ended January 31, 2025, 2024 and 2023 was determined to be $89.7 million, $308.0 million and $211.1 million, respectively.
There were no options vested during the years ended January 31, 2025, 2024 and 2023. As of January 31, 2025, there was no unrecognized stock-based compensation expense related to outstanding stock options.
Restricted Stock Units
The following table summarizes RSU activity for the years ended January 31, 2025 and 2024:
| Shares | Weighted-Average Grant Date Fair Value per RSU | ||||||||||
| Unvested - January 31, 2023 | 3,480,206 | $ | 288.58 | ||||||||
| RSUs granted | 2,272,014 | 267.56 | |||||||||
| RSUs vested | (1,690,527) | 254.02 | |||||||||
| RSUs forfeited and canceled | (495,287) | 295.61 | |||||||||
| Unvested - January 31, 2024 | 3,566,406 | 290.59 | |||||||||
| RSUs granted | 2,007,277 | 303.06 | |||||||||
| RSUs vested | (1,529,981) | 302.08 | |||||||||
| RSUs forfeited and canceled | (510,195) | 299.39 | |||||||||
| Unvested - January 31, 2025 | 3,533,507 | $ | 291.43 | ||||||||
As of January 31, 2025, there was $967.3 million of unrecognized stock-based compensation expense related to outstanding RSUs that is expected to be recognized over a weighted-average period of 2.69 years.
Executive Performance Share Awards
During the three months ended April 30, 2022, the Company created a long-term performance-based equity award program and granted performance share units (“PSUs”) to the Company’s CEO and certain other executives. The vesting of PSUs is conditioned upon the achievement of certain targets. The PSUs vest annually over a period of three years from the date of grant, subject to the executive’s continued employment with the Company. Each vested PSU entitles the executive to one share of common stock. A PSU performance factor of 100 will result in the targeted number of PSUs being vested. The minimum percentage of PSUs that can vest is zero, with a maximum percentage of 200. On each date of grant, the Company assumes a performance factor of 100.
The following table summarizes PSU activity for the years ended January 31, 2025 and 2024:
| Shares | Weighted-Average Grant Date Fair Value per PSU | ||||||||||
| Balance - January 31, 2023 | 70,728 | $ | 316.49 | ||||||||
| PSUs granted | 127,792 | 216.79 | |||||||||
| PSUs vested | (22,991) | 316.49 | |||||||||
| Adjustment for performance achievement | (315) | 316.49 | |||||||||
| PSUs forfeited and canceled | (18,657) | 238.67 | |||||||||
| Balance - January 31, 2024 | 156,557 | 244.06 | |||||||||
| PSUs granted | 66,309 | 355.50 | |||||||||
| PSUs vested | (77,444) | 243.53 | |||||||||
| Adjustment for performance achievement | 19,143 | 216.79 | |||||||||
| PSUs forfeited and canceled | (18,281) | 273.83 | |||||||||
| Balance - January 31, 2025 | 146,284 | $ | 287.57 | ||||||||
The grant date fair value of PSUs was determined by using the market price of the Company’s common stock on the date of the grant. Compensation expense is recognized over the requisite service period based on the probability of the performance conditions being satisfied using the accelerated attribution method. Following the completion of the performance year, the achieved PSU performance factor was 80.0 and 151.0 for the years ended January 31, 2025 and 2024, respectively. The Company recognized $22.7 million and $24.1 million of compensation expense related to these PSUs for the years ended January 31, 2025 and 2024, respectively. As of January 31, 2025, the Company had $12.8 million of total
unrecognized compensation cost related to these PSUs, which it expects to be recognized over a weighted-average period of 1.75 years.
2016 China Stock Appreciation Rights Plan
In April 2016, the Company adopted the 2016 China Stock Appreciation Rights Plan (as amended, the “China SAR Plan”) for its employees in China. These awards, which are granted to new employees, generally vest over four years with 25% vesting on the one year anniversary of the award and the remainder vesting monthly over the next 36 months of the grantee’s service to the Company. Awards granted to existing employees generally vest quarterly over a period of four years, subject to the grantee’s continued service to the Company. The China SAR Plan units are cash settled upon exercise and will be paid as a cash bonus equal to the difference between the strike price of the vested plan units and the fair market value of common stock at the end of each reporting period.
As of November 1, 2021, the Company does not expect to grant stock appreciation rights in the future and will instead grant RSUs to its employees in China. Therefore, no China SAR Plan units were granted for the years ended January 31, 2025 and 2024.
During the years ended January 31, 2025, 2024 and 2023, upon the vesting of 231, 619 and 1,141 units, respectively, the total expense recognized related to China SAR was $1.6 million, $3.3 million and $2.5 million, respectively. As of January 31, 2025 and 2024, the Company’s liability balance related to the China SAR Plan was $3.1 million and $5.8 million, respectively. These amounts were recorded as part of the accrued compensation and benefits on the Company’s consolidated balance sheets and recognized as bonus expense in the Company’s consolidated statements of operations. During the year ended January 31, 2025, the Company paid $0.9 million in cash upon the exercise of 3,354 units. As of January 31, 2025, there were 11,744 China SAR Plan units outstanding of which no units remained unvested.
2017 Employee Stock Purchase Plan
In October 2017, the Company’s Board of Directors adopted and stockholders approved the 2017 Employee Stock Purchase Plan (the “2017 ESPP”). Subject to any plan limitations, the 2017 ESPP allows eligible employees to contribute, normally through payroll deductions, up to 15% of their earnings for the purchase of the Company’s common stock at a discounted price per share. Except for the initial offering period, the ESPP provides for separate six-month offering periods.
Unless otherwise determined by the Board of Directors, the Company’s common stock will be purchased for the accounts of employees participating in the ESPP at a price per share that is the lesser of (1) 85% of the fair market value of the Company’s common stock on the first trading day of the offering period, or (2) 85% of the fair market value of the Company’s common stock on the last trading day of the offering period.
Pursuant to the terms of the 2017 ESPP, the shares of the Company’s common stock reserved for issuance was increased by 727,413 shares in February 2024. As of January 31, 2025, there were 4,072,704 shares of the Company’s common stock available for future issuance under the 2017 ESPP.
During the years ended January 31, 2025, 2024 and 2023 there were 188,155, 167,574 and 149,352 shares, respectively, of common stock purchased under the ESPP. The total expense related to the ESPP for years ended January 31, 2025, 2024 and 2023 was $14.5 million, $16.4 million and $13.7 million, respectively. As of January 31, 2025, there was $7.6 million of unrecognized stock-based compensation expense related to the ESPP offering period expected to end in June 2025.
The fair value of the purchase rights granted under the 2017 ESPP was estimated on the first day of the offering period using the Black-Scholes option-pricing model with the following assumptions:
Years Ended January 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
Expected term (in years) | 0.50 | 0.50 | 0.50 | ||||||||||||||
Expected volatility | 57.7% - 58.2% | 46% - 69% | 90% - 92% | ||||||||||||||
Risk-free interest rate | 4.3% - 5.39% | 5.35% - 5.36% | 2.24% - 4.68% | ||||||||||||||
Dividend yield | —% | —% | —% | ||||||||||||||
Stock-Based Compensation Expense
Total stock-based compensation expense recognized in the Company’s consolidated statements of operations is as follows (in thousands):
Years Ended January 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
Cost of revenue—subscription | $ | 29,548 | $ | 23,677 | $ | 19,682 | |||||||||||
Cost of revenue—services | 13,917 | 12,733 | 10,565 | ||||||||||||||
Sales and marketing | 161,317 | 159,907 | 143,073 | ||||||||||||||
Research and development | 226,367 | 198,927 | 159,099 | ||||||||||||||
General and administrative | 62,791 | 61,663 | 49,035 | ||||||||||||||
Total stock-based compensation expense | $ | 493,940 | $ | 456,907 | $ | 381,454 | |||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 21, 2025 | Showing above |
| 2024 | Mar 15, 2024 | |
| 2023 | Mar 17, 2023 | |
| 2022 | Mar 18, 2022 | |
| 2021 | Mar 22, 2021 | |
| 2020 | Mar 27, 2020 | |
| 2019 | Apr 1, 2019 | |
| 2018 | Mar 30, 2018 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.